Share Exchange and Cancellation Agreement between Duncan Hill, Inc. and Surge Global Energy, Inc.

Summary

Duncan Hill, Inc. and Surge Global Energy, Inc. have agreed to exchange and cancel certain shares. Duncan Hill, Inc. will cancel 5,000,000 shares of Series A Preferred Stock and 1,100,000 shares of Series B Preferred Stock, including any accumulated dividends, in return for 6,100 shares of Surge Global Energy, Inc. common stock. Both companies' boards have approved the transaction, and the new common stock will carry a restrictive legend. The agreement is effective upon mutual acceptance by both parties.

EX-2.2 3 surge8ka2ex2-2.txt Exhibit 2.2 SHARE CANCELLATION DUNCAN HILL, INC. 7090 WHIPPLE AVE., N.W. NORTH CANTON, OH 44720 December 7, 2004 Surge Global Energy, Inc. 12220 El Camino Real, Suite 410 San Diego, CA 92130 Attention: David Perez, Chief Operating Officer Re: Exchange of Shares Gentlemen: This is to confirm that we hereby cancel 5,000,000 shares of Series A Preferred Stock of Surge Global Energy, Inc. and 1,100,000 shares of Series B Preferred Stock and the cumulative dividends thereon in exchange for 6,100 shares of Common Stock of Surge Global Energy, Inc. We understand that Surge Global Energy, Inc.'s Board of Directors ha approved this transaction and we wish to advise you that Duncan Hill, Inc.'s Board of Directors has also approved the exchange. Further, we understand an appropriate restrictive legend will be placed on the stock certificate. Kindly sign below indicating your acceptance of this exchange. Very truly yours, DUNCAN HILL, INC. By: /s/ William L. Miller -------------------------------------------- William L. Miller, Chief Executive Officer Agreed to and accepted by: SURGE GLOBAL ENERGY, INC. By: /s/ Fred W. Kelly -------------------------------------------- Fred W. Kelly Chief Executive Officer